BY PLACING AN ORDER FOR PRODUCTS FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS OF SALE. YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH CLICK SALES INC. (“SELLPASS”), OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS BY APPLICABLE LAW.

What Makes SellPass Special

These terms and conditions (these “Terms”) apply to the purchase and sale of products through SELLPASS.CO (the “Site”). These Terms are subject to change by SellPass (referred to as “us,” “we,” or “our” as the context may require) without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and you should review these Terms before purchasing any products that are available through this Site. Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.

1.Acceptance; Returns.

• You agree that your order is an offer to buy, under these Terms, all products listed in our marketplace. All orders or products must be accepted by us or we will not be obligated to sell the products to you. We may choose not to accept any product in our sole discretion. After receiving your order, we will send you a confirmation email with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between SellPass and you will not take place unless and until you receive your order confirmation email. SellPass will allow for the return or replacement of any product purchased via the Site within 30 days from the date of purchase.

2.Order Eligibility.

• When you place an order, you represent and warrant that (a) you are buying products from the Site for personal use only, not for commercial resale or export; and (b) you will comply with all applicable laws, rules and regulations related to your purchase, receipt, possession, use, and sale of any products from the Site. You represent, warrant and covenant that in accessing and using the Site you have the right to provide and use all information, content, and data that you provide to the Site. You are responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of personal information and other information, content, and data under your control or in your possession.

3.Payment:

All prices posted on this Site are subject to change with prior notice. The price charged for a product will be the price in effect at the time the order is placed and will be set out in your order confirmation email.

Price increases will only apply to orders placed after such changes.

All such taxes and charges will be added to your total and will be itemized in your shopping cart and in your order confirmation email. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

Payment is subject to validation and authorization by both the card company or payment processor and by SellPass in order to maintain security and prevent fraud. Your purchases will appear on your statement under the name “SELLPASS” You acknowledge and agree that: (a) SellPass is not a chartered bank or trust company, or depository institution, and (b) SellPass is not authorized to accept deposits or trust accounts and is not licensed or regulated by any state or federal banking authority.

4. Disclaimer.

YOUR USE OF THE SITE AND ALL PRODUCTS OFFERED ON THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

5.Indemnification.

You agree to defend, indemnify, and hold harmless SellPass, its affiliates, and their respective officers, directors, employees, contractors, successors, and assigns from and against any liabilities, damages, judgments, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms.

6.Limitation of Liability.

OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS THAT YOU HAVE PURCHASED THROUGH THE SITE, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS OR SERVICES, PROCESSING OR DELIVERY DELAYS OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

7. Intellectual Property.

You acknowledge and agree that SellPass is and will remain the sole and exclusive owner of all intellectual property rights in and to each product made available on this Site and any related specifications, instructions, documentation or other materials, including, but not limited to, all related intellectual property rights. You do not and will not have or acquire any ownership of the products made available through this Site, or of any intellectual property rights relating to those products. The SellPass family of trademarks, service marks, and other marks of indicia, including all related names, logos, product names, designs, and slogans are trademarks of SellPass or its affiliates or licensors. You must not use such marks without the prior written permission of SellPass.

8. Privacy; Security..

Our Privacy Policy governs the processing of all personal data collected from you in connection with your purchase of products through the Site and you consent to all actions SellPass takes with respect to such information, so long as such actions are consistent with the Privacy Policy. SellPass cannot and does not guarantee or warrant that data, files or content shared through the Site or available for download from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for antivirus protection and accuracy of data input and output, and for maintaining a means external to SellPass’s Site for reconstruction of any lost data.

9.Governing Law and Jurisdiction.

All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State. Any litigation under or related to these Terms shall be brought and maintained in the state and federal courts located in Nigeria. You irrevocably submit to the exclusive jurisdiction of these courts, agree to file all pleadings in connection with the subject matter of these Terms in such courts, and waive any objection to the laying of the venue of any legal action brought under or in connection with the subject matter of these Terms in such courts. NO CLAIM OR ACTION UNDER THESE TERMS BY YOU AGAINST SELLPASS MAY BE BROUGHT MORE THAN 12 MONTHS AFTER SUCH CAUSE OF ACTION ARISES. YOU AND SELLPASS EACH IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. You and SellPass agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class action or representative action.

10.Miscellaneous.

You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 10 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of SellPass. These Terms do not and are not intended to confer any rights or remedies upon any person other than you. If any provision of these Terms is declared void, illegal, invalid, or unenforceable in whole or in part for any reason, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this Section, the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable. These Terms and SellPass’s Refund Policy and Privacy Policy will be deemed the final and integrated agreement between you and SellPass on the matters contained in these Terms.

Last updated: January, 17th 2024